Exhibit 10(L)

                        LICENSE & DISTRIBUTION AGREEMENT
                        --------------------------------


THIS AGREEMENT made as of June 22, 2004, by and between HALCYON,  LLC, a Florida
corporation,  with  offices  located at 4030 NE 30th Avenue,  Lighthouse  Point,
Florida 33064,  ("HALCYON") and SUNCOAST NATURALS,  INC., a Delaware corporation
with offices located at 5422 Carrier Drive,  Suite 309, Orlando,  Florida 32819,
("SUNCOAST").

                                    RECITALS

WHEREAS,  HALCYON has developed and may develop secret  formulas,  processes and
other  know how  from  which  certain  Products  (as  hereinafter  defined)  are
produced;

WHEREAS,  HALCYON owns and possess  certain  rights in  trademarks,  trade names
and/or logos, in connection with the Products or otherwise;

WHEREAS,  SUNCOAST  has  manufacturing,   production,   process,  marketing  and
distribution expertise for the Products; and

WHEREAS,  HALCYON desires to grant to SUNCOAST,  and SUNCOAST  desires to secure
from  HALCYON  a license  to  manufacture,  prepare,  bottle,  package,  market,
advertise,  promote,  distribute  and sell the Products in the  Territories  (as
hereafter  defined).  Such activity shall be performed  utilizing the Trademarks
(as  hereafter  defined) and  processes in  accordance  with the  specifications
therefor and upon other terms and conditions contained herein.

NOW,  THEREFORE,  in  consideration  of the  mutual  covenants,  agreements  and
promises  herein  contained,  and other  good and  valuable  consideration,  the
receipt and sufficiency of which is hereby acknowledged by both parties, HALCYON
and SUNCOAST agree as follows:



<PAGE>


1.   DEFINED TERMS

1.1  As used in this Agreement, and in addition to other terms defined elsewhere
     in this Agreement, the following terms shall have the following meaning:

     A.   Confidential  Information.  The term "Confidential  Information" shall
          mean  any  and  all  information  which  is or was  disclosed  or made
          available  by HALCYON to SUNCOAST  in  connection  with the  Products,
          their  production,  manufacturing or sales or any negotiations  and/or
          discussions  related,  directly  or  indirectly,   thereto,  including
          without  limitation,  any  confidential  or  proprietary  information,
          copyrighted  material and trade secrets of HALCYON,  including but not
          limited  to  all  information   regarding  the  concentrate  formulas,
          contents  and/or  recipes,  the  identity of or any other  information
          regarding  HALCYON's  suppliers,  testers,  manufacturers,  importers,
          exporters,   custom  brokers,  etc.,  HALCYON's  financial  condition,
          HALCYON's  financial  sources  or  information  of  business  affairs,
          customers,   pricing,   processes,   techniques,   licenses,  patents,
          trademarks,  copyrights,  know how or  methods,  marketing  and  sales
          information  and business  methodologies  and  strategies and includes
          without  limitation,  formulas,  forms,  written documents,  drawings,
          photographs,  samples, tests, demonstrations,  observations,  computer
          discs and other data in whatever form, oral  disclosures and any other
          information which may otherwise be perceived, reproduced,  transmitted
          or communicated, as well as all analyses,  computations, data studies,
          reports and other documents and oral or written disclosures pertaining
          to or  containing  directly or indirectly in whole or in part any such
          Confidential Information and shall specifically include the Procedures
          Manual,  referred to  hereunder.  Confidential  Information  shall not
          include information generally known to the public prior to the date of
          disclosure by HALCYON to SUNCOAST.

     B.   HALCYON  Obligations.  The term  "HALCYON  Obligations"  refers to the
          HALCYON Obligations hereunder,  as set forth in ss.9 of this Agreement
          or otherwise set forth herein.

     C.   Products. The term "Products" shall mean any beverages,  including but
          not limited to isotonic  sports  drinks  (XCEL),  Opti-Woman,  and the
          concentrate(s)  and other  ingredients  used to make such beverages as
          well as any promotional  products of any nature whatsoever  related to
          such beverages, which are manufactured,  prepared,  bottled, packaged,
          marketed,  advertised,  distributed,  promoted and/or sold by SUNCOAST
          and which may be  identified by means of the  Trademark(s),  including
          without  limitation  those described in Schedule 1(J) attached hereto,
          and  shall   include,   without   limitation,   the   beverages,   the
          concentrates, the containers, carriers, cartons and labels with and in
          which such beverages are packaged,  marketed or sold. It shall include
          all present and future Products.


<PAGE>

     E.   Royalty or Royalties. The terms "Royalty" or "Royalties" refers to the
          royalties  payable to HALCYON by SUNCOAST in accordance with the terms
          of this Agreement, including but not limited to ss.6 hereof.

     F.   Sub-Licensee.  The term  "Sub-Licensee" or  "Sub-Licensees"  means any
          entity  engaged or  authorized  by  SUNCOAST,  as  allowed  under this
          Agreement,   to  perform  any  of  SUNCOAST'S  Obligations  hereunder,
          including   but  not  limited  to   Sub-Licensees,   Sub-Distributors,
          Co-Packers and/or licensed manufacturers.

     G.   SUNCOAST  Obligations.  The  term  "SUNCOAST  Obligations"  refers  to
          SUNCOAST'S  obligations  to  manufacture,  prepare,  bottle,  package,
          market,  advertise,  promote,  distribute and sell the Products as set
          forth  herein,   including  all  obligations   under  this  Agreement,
          including, but not limited to, ss.8 hereof.

     H.   Territories.  The term  "Territory"  or  "Territories"  shall mean the
          geographic area  encompassed by, and the territories  comprised of the
          United States of America, Canada, South America and Europe.

     I.   Term.  The term "Term" shall mean the term as set forth herein and any
          possible  extension(s)  thereof and  including  the  Initial  Term and
          Renewal Terms, as hereafter defined.

     J.   Trademarks.  The term "Trademarks" shall mean those trademarks and the
          trade names,  distinctive  bottle and label  designs,  electronic  and
          printed   promotional   and   advertising   materials  and  all  other
          communications  in whatever form used or to be used in connection with
          the  manufacture,   preparation,   bottling,  packaging,  advertising,
          promotion,   production,   marketing,  sale  or  distribution  of  the
          Products,  including, without limitation, the trademarks,  designs and
          trade names set forth in Schedule 1(J)  currently  owned by HALCYON or
          hereafter  acquired and/or developed by HALCYON.  Notwithstanding  any
          other provisions of this Agreement,  HALCYON  discloses,  and SUNCOAST
          acknowledges,  that (i) there are currently pending certain challenges
          to,  and/or  issues  with,  the  Xcel  Trademark  and  (ii)  that  the
          Opti-Woman Trademark is still pending and may be subject to challenge.
          HALCYON  shall  have  the  sole   responsibility   for  obtaining  the
          Opti-Woman  Trademark and to defend the Xcel Trademark.  If HALCYON is
          not able to obtain the clear use for either Xcel or Opti-Woman then it
          shall so inform SUNCOAST and SUNCOAST shall  immediately cease the use
          of said Trademarks, if such use is prohibited to HALCYON or otherwise.

2. TERRITORIES

2.1 Granted Territories. SUNCOAST shall have the exclusive right to manufacture,
bottle, package, distribute, market, advertise, promote and sell the Products in
the  Territories  and use the  Trademarks  in  connection  therewith.  Under  no
circumstances shall SUNCOAST  manufacture,  prepare,  bottle,  package,  market,
advertise,  promote or sell the Products or use the Trademarks in any geographic



<PAGE>


area outside of the  Territories,  nor shall  SUNCOAST  sell or  distribute  the
Products to any person or entity inside the Territories,  if SUNCOAST knows that
such person  intends to sell or distribute the Products in the  Territories  for
resale  outside  the  Territories,  or to  transport  the  Products  for sale or
distribution  outside the  Territories,  without  prior  written  approval  from
HALCYON.

2.2  Extra-Territorial  Inquiries.  In the  event  that  SUNCOAST  receives  any
inquiries relating to the Products from any potential customers,  manufactruers,
distributors,  etc.  outside of the  Territories,  SUNCOAST shall promptly relay
such inquiries to HALCYON.

2.3  Expansion of  Territories.  During the Term of this  Agreement,  so long as
SUNCOAST is in substantial compliance with its obligations  hereunder,  SUNCOAST
may  request  from  HALCYON the right to expand the  Territories  to include any
other  country or region in which  HALCYON is not active  (each such  country or
region an  "Expansion  Territory").  Such  request  shall  include  a  projected
timetable for entering  each  Expansion  Territory  and  executing  sales plans,
preliminary and binding sales  forecasts for each Expansion  Territory which may
exist at the time such request for expansion is made and a proposed compensation
structure  to HALCYON  to cover  each such  requested  Expansion  Territory.  If
SUNCOAST and HALCYON mutually agree on terms covering each Expansion  Territory,
then HALCYON's  consent to any such request shall not be unreasonably  withheld.
If the  agreement is reached  relative to and  Expansion  Territory or Expansion
Territories,  the  remaining  terms and  conditions of this  Agreement  shall be
applicable to each Expansion  Territory or Expansion  Territories as part of the
Territories hereunder.

3. GRANT OF LICENSE

3.1 General.  Subject to the terms, conditions and limitations of this Agreement
and the schedules attached hereto,  all as, if and when amended,  HALCYON hereby
grants to SUNCOAST an exclusive  license  (the  "License"),  in the  Territories
only, in order:

     A.   To manufacture, prepare, bottle and package the Products in accordance
          with,  in  conformance  with  and in full  compliance  with  HALCYON's
          Procedures  as set forth in the  Procedures  Manual to be  provided by
          HALCYON to SUNCOAST (the "Procedures Manual");

     B.   To manufacture,  prepare, bottle, package, market, advertise, promote,
          distribute and sell the Products in the Territories;

     C.   To use the Trademarks, including those which are set forth in Schedule
          1(J),   solely  in  connection  with  the  performance  of  SUNCOAST's
          Obligations  and rights under this Agreement and solely in conjunction
          with the manufacture,  preparation,  bottling,  packaging,  marketing,
          advertising,  promotion,  distribution and sale of the Products in the
          Territories,  including  the display of the  Trademarks on SUNCOAST or
          Sub-Licensee vehicles and other merchandising equipment or on Products
          and on stationery,  packaging and other  advertising  and  promotional
          materials.



<PAGE>


3.2 Limit on License.  In no event  shall  SUNCOAST  have the right  whatsoever,
without the express prior written consent of HALCYON:

     A.   To assign to any individual corporation,  partnership,  joint venture,
          association, governmental agency, or other entity of whatsoever nature
          (each "Person"), any portion or all of the License granted to SUNCOAST
          hereunder; or

     B.   To  grant  a  sub-license  to  any  Person  to  use  or do  any of the
          foregoing.  Notwithstanding the foregoing,  SUNCOAST may grant limited
          sub-licenses or permission to its Sub-Licensee(s),  pursuant to ss.3.5
          of this Agreement,  such  Sub-Licenses to be effective only during the
          terms of such  sub-distributorships  or co-packaging agreements and at
          all times subject to this  Agreement.  SUNCOAST shall assure that such
          Sub-Licensees  shall be bound by all the License  and  confidentiality
          provisions   hereunder.   SUNCOAST  shall  provide  HALCYON  with  all
          Sub-License Agreements as and when they are entered into.

3.3 No Registration of the License.  SUNCOAST shall not, under any circumstances
without  prior  express  written  consent  of  HALCYON,  register  or attempt to
register  any of the  License,  the  Trademarks  or  any  of  the  processes  or
procedures  set forth in the  Procedures  Manual at the United States Patent and
Trademark Office, or at the equivalent office of any foreign jurisdiction.

3.4 No Rights in  Trademarks.  This  Agreement  shall not be  construed  to give
SUNCOAST  any  vested  rights,  title  or  interest  in any  of the  Trademarks,
Confidential Information or copyrighted material of HALCYON except to the extent
and in the manner,  time and places  SUNCOAST is authorized and permitted to use
the Trademarks pursuant to the License and the provisions of this Agreement.

3.5 Sub-Licensees.

     A.   In order to achieve the maximum  sales of the  Products in  connection
          with the  performance of SUNCOAST's  Obligations,  SUNCOAST may employ
          persons or engage  Sub-Licensees to manufacture,  warehouse,  sell and
          deliver the Products in the Territories.  Prior to appointing any such
          Sub-Licensee, SUNCOAST must obtain the prior written approval for such
          Sub-Licensee  from HALCYON.  HALCYON must grant prior written approval
          for all such  Sub-Licensees  and  SUNCOAST  shall  only  provide  such
          Sub-Licensing  authority and provide such information as is absolutely
          necessary  for the  Sub-Licensee  to possess  in order to execute  its
          obligations under the Sub-License Agreement.  Under all circumstances,
          HALCYON must  pre-approve  the  Sub-Licensing  Agreement  and all such
          Sub-Licensing Agreements must assure that each such Sub-Licensee shall



<PAGE>


          be  bound  by the  Terms  and  Conditions  of  this  Agreement  as are
          applicable  thereto,  including but not limited to the Confidentiality
          and Non-Competition provisions.

     B.   SUNCOAST may grant to such Sub-Licensees as are permissible hereunder,
          such rights with respect to the use of the  Trademarks as SUNCOAST has
          been granted by this Agreement,  and all Sub-Licensees  shall be bound
          by the  provisions  hereof  concerning  limitations  on the use of the
          Trademarks and the  obligations  to sell and distribute  only Products
          which  conform with the  Procedures  Manual.  SUNCOAST  shall  provide
          HALCYON with all Sub-Licensee  Agreements as and when they are entered
          into.

3.6 Halcyon Sales.  Notwithstanding any other provisions of this Agreement,  and
subject to the terms hereof, HALCYON shall have the right,  throughout the world
except in the  Territories to manufacture,  prepare,  bottle,  package,  market,
advertise,  promote, distribute and sell (and to assign and/or license others to
do so in  conformity  herewith)  and  otherwise  deal  in and  with  any and all
products,  including  without  limitation the Products under its names and marks
and to manufacture  products on a private label basis for third parties, in each
case  whether or not they compete with any of the  Products.  HALCYON  shall not
market,  sell  or  distribute  any of the  Products,  or use the  Trademarks  in
Schedule  1(J),  to any Person if HALCYON  knows such Person  intends to sell or
distribute such Products in the Territories.

3.7 Additional Rights. In addition to those rights enumerated in P. 3.1, HALCYON
grants to SUNCOAST  within the  Territories,  subject to HALCYON's prior written
approval,  (a) the right of first refusal to market and sell all future  HALCYON
Products,  provided mutually  acceptable terms for same are agreed upon, (b) the
right  to  develop  and  implement  marketing  plans,  strategies  and  programs
regarding the Products,  and (c) the right to establish pricing for the Products
sold by SUNCOAST.

3.8 Licensing  Fee. As and for  consideration  for the granting of the exclusive
License in the Territories as set forth herein,  SUNCOAST shall,  within 30 days
of the effective date of SUNCOAST  going public (of SEC approving  SUNCOAST as a
publicly traded entity), issue to HALCYON 50,000 stock warrants of SUNCOAST that
will have been registered  within 60 days of the initial  registration  and that
have an  established  value of $1.00 per share,  and which  shares shall have no
restrictions  on exercise or alienation and HALCYON will be free to exercise the
warrants and trade the shares.

4. TERM

4.1 Term.  This  Agreement  and the granting of the License  hereunder  shall be
effective as of the date hereof and shall continue in effect for an initial term
of 5 years,  unless earlier terminated  pursuant to this Agreement (the "Initial
Term").

4.2 Extension of Term.  Upon the expiration of the Initial Term,  SUNCOAST shall
have the option to renew this  Agreement  for four  successive,  5 year  renewal
terms (the "Renewal Terms").  This right to renew shall be exercised by SUNCOAST
by giving at least 6 months  prior  written  notice to  HALCYON of its intent to



<PAGE>


renew this Agreement  before the expiration of the previously  existing  Initial
Term or Renewal Term. SUNCOAST's successive rights to renew this Agreement shall
be subject to and contingent  upon SUNCOAST and HALCYON  mutually  agreeing upon
the Royalty  amounts to be paid and other sales  performance  requirements to be
applicable during each such Renewal Term.

5. PRICING

5.1 Pricing  for Initial  Purchase  of  Concentrates.  Subject to any  increases
permitted  hereunder,  prices for certain  concentrates and/or components of the
Products sold by HALCYON to SUNCOAST hereunder for the manufacture, preparation,
bottling, packaging, marketing,  advertising,  promoting, distribution and sale,
pursuant to this  Agreement,  shall  initially  be as set forth in Schedule  5.1
hereto and shall be amended as permitted hereunder.

5.2 Price  Changes.  Three  months prior to the end of the Initial Term and each
Renewal Term of this Agreement, either party may request a meeting to review the
prices set forth on Schedule 5.1.  Notwithstanding the foregoing,  HALCYON shall
have the right,  once during each two year period commencing on the date hereof,
to increase prices for the Products or other components pursuant to Schedule 5.1
up to any "CPI Increase".  As used herein, a "CPI Increase" shall mean an amount
equal to the Base Prices (as hereinafter  defined)  multiplied by the percentage
increase in the Consumer Price Index (as hereinafter  defined) over the Base CPI
(as hereinafter defined). For purposes hereof:

     A.   "Consumer Price Index" shall mean the Revised Consumer Price Index for
          Urban  Wage  Earners  Clerical  Workers,  All Items  (base  index year
          1982-84 = 100),  for the entire  United  States,  as  published by the
          United States Department of Labor, Bureau of Labor Statistics.  If the
          manner in which the Consumer  Price Index is  determined by the Bureau
          of Labor Statistics shall be substantially revised, including, without
          limitation,  a change in the base index year, an  adjustment  shall be
          made by HALCYON in such  revised  index  which would  produce  results
          equivalent,  as nearly as  possible,  to those  which  would have been
          obtained if such Consumer Price Index had not so been revised.  If the
          Consumer  Price Index shall become  unavailable  to the public because
          publication is  discontinued,  or otherwise,  or if equivalent data is
          not  readily  available,  then  HALCYON  will  substitute  therefore a
          comparable  index  based  upon  changes  in  the  cost  of  living  or
          purchasing   power  of  the  consumer  dollar   published  by  another
          governmental  agency, or, if no such index shall be available,  then a
          comparable  index  published  by  a  major  bank  or  other  financial
          institution or by a university or recognized financial publication.

     B.   "Base CPI" shall mean the Consumer Price Index for December, 2003.

     C.   "Base Prices" shall mean the prices set forth on Schedule 5.1.




<PAGE>


6. ROYALTIES

6.1 Royalties  Payable.  In  consideration of the grant of the License and other
rights under this  Agreement,  SUNCOAST will pay to HALCYON in U.S.  dollars the
following royalties on the annual "net sales" of the Products:

         Up to $10,000,000           2.5%
         $10,000,001-$20,000,000     2.25%
         $20,000,001 and over        2.00%

For purposes of this Agreement,  (i) "net sales" is defined as all sales, direct
or indirect,  less returns,  during the Term of this Agreement and (ii) "annual"
is defined as calendar year.

6.2 Payments of Royalties. Such Royalties shall be paid by SUNCOAST within forty
five  (45)  days  after  the end of each  calendar  quarter  on all sales of the
Products by  SUNCOAST or any  permitted  Sub-Licensees  of SUNCOAST  during such
calendar  quarter.  SUNCOAST shall provide  HALCYON,  together with each Royalty
payment  made  hereunder,  a detailed  report of all sales of the  Products,  or
components thereof,  made by SUNCOAST or any Sub-Licensees  during such calendar
quarter. All sales by any Sub-Licensees are subject to and shall be deemed to be
sales of SUNCOAST for purposes of this Agreement.

7. MINIMUM QUALITY STANDARDS

7.1 Use.In  order to preserve  the  considerable  reputation,  image,  value and
goodwill associated with the Products, the manufacture,  preparation,  bottling,
packaging, marketing, advertising,  promotion, distribution and sale by SUNCOAST
of the Products and all services  performed by SUNCOAST in connection  therewith
and hereunder,  (i) shall meet minimum standards of quality and  professionalism
as and when, from time to time are established by HALCYON and shall otherwise be
satisfactory  to HALCYON in its sole  discretion and (ii) shall be in accordance
with  the  Procedures  Manual.  SUNCOAST  agrees  to use  the  Products  and the
Trademarks in accordance  with the designs,  specifications,  drawings and other
information  supplied or approved by HALCYON in accordance with standards set by
HALCYON and in accordance with the Procedures Manual.  SUNCOAST shall obtain the
consent of HALCYON before  undertaking any  modifications of any the Products or
Trademarks.

7.2  Prohibited  Use.  The  Products  prepared,  bottled,  packaged,   marketed,
advertised, promoted, distributed or sold by SUNCOAST shall be:

     A.   Not  adulterated or misbranded  within the meaning of the Federal Food
          Drug and Cosmetics  Act, as amended,  and not an article which may not
          (under the provisions of P. 404 or P. 505 of the Act) be introduced to
          interstate commerce; and

     B.   Not  adulterated  or  misbranded  within the  meaning  of the  Federal
          Insecticide  Fungicide  and  Rodenticide  Act,  the Federal  Hazardous
          Substance  Act,  or within the  meaning of any  applicable  state pure
          foods act or any other applicable federal, state or local law, rule or
          regulation.




<PAGE>


7.3  Right to  Inspect.  In  order to  monitor  SUNCOAST's  compliance  with the
requirements  of this  Section and in  accordance  with the  Procedures  Manual,
HALCYON  shall have the right,  upon  reasonable  prior notice to  SUNCOAST,  to
observe and inspect all of  SUNCOAST's  business  operations  pertaining  to the
Products and to conduct  surveys of SUNCOAST's  Sub-Licensees,  distributors  or
customers regarding SUNCOAST's manufacturing,  preparation, bottling, packaging,
marketing,  advertising,  promoting,  distributing  or  sales  of the  Products.
HALCYON and its representatives  shall have the right, to enter upon and examine
the  plants and other  facilities  where the  Products  are  produced,  bottled,
packaged and stored and to make any further examination  reasonably necessary to
properly  ascertain  whether the  Products  comply with this  Agreement  and the
Procedures  Manual.  HALCYON may observe  and  examine  all  operating  methods,
quality  control  procedures and production and inventory and financial  records
relevant to the business  conducted  pursuant to this Agreement.  SUNCOAST shall
provide  HALCYON with such samples of the  Products,  or raw  materials or other
materials  and supplies  from which the Products  are  produced,  as HALCYON may
reasonably request.

7.4 Default for Failure to Meet Minimum Standards.  To the extent SUNCOAST fails
to meet HALCYON'S  minimum  standards of quality,  HALCYON shall promptly notify
SUNCOAST in writing of any  deficiency  and if such  deficiency  is not cured by
SUNCOAST to HALCYON'S  satisfaction  within 60 days from receipt of such notice,
SUNCOAST  shall be deemed to be in default and  HALCYON  shall have the right to
enforce  corrective  action and/or compliance which, if not complied with, could
result in HALCYON's termination of this Agreement.




<PAGE>


7.5 Removal of Non-Conforming  Products. If for any reasons of safety, health or
consumer protection, HALCYON deems it necessary to remove any amount of Products
from the market in any portion of the  Territories,  it shall so inform SUNCOAST
in writing and SUNCOAST  shall do so forthwith at its sole expense.  If SUNCOAST
fails to do so  forthwith,  HALCYON  may take any action it deems  necessary  or
proper to so  remove  such  Products  and all costs  and  expenses  incurred  in
association   therewith  shall  be  SUNCOAST's  sole   responsibility  and  sums
additionally due hereunder from SUNCOAST to HALCYON.

8. SUNCOAST'S OBLIGATIONS

8.1 SUNCOAST's  Obligations shall include, but not be limited to, the following,
and shall include all items and matters necessary to accomplish the following:

     A.   At its sole expense,  use its best  reasonable  commercial  efforts to
          manufacture,  prepare,  bottle, package, market,  advertise,  promote,
          distribute and sell the Products in the Territories.

     B.   Timely  make to HALCYON  the  Royalty  and other  payments  hereunder,
          including  any payments  due for  concentrates,  etc.  pursuant to the
          payments  listed in Schedule 5.1 of this  Agreement,  according to the
          terms in effect at the time such payments are due.

     C.   Market, advertise and promote, at SUNCOAST's sole expense, the sale of
          the Products by such methods which, in SUNCOAST's  judgment,  are best
          suited for the sale of the Products. SUNCOAST shall be responsible for
          all  advertising,  sales and  promotional  materials  for the Products
          within  the  Territories,  but  HALCYON  shall  have the  right,  upon
          HALCYON's  reasonable request, to approve such advertising,  sales and
          promotional  materials.  During the first calendar year of the Initial
          Term of this  Agreement,  SUNCOAST shall spend,  for  advertising  and
          promotion  of the  Products as approved  by HALCYON  pursuant  hereto,
          which  can  include  but not be  limited  to  marketing,  advertising,
          promotions,  overhead,  infomercials and other creative  services,  an
          amount  equal to $1.00 for each case of each  individual  and separate
          Product  that  SUNCOAST  sells.  After the first  year,  SUNCOAST  and
          HALCYON  shall  negotiate  in good  faith with  respect to  additional
          promotional spending by SUNCOAST.



<PAGE>


     D.   Comply with all Federal, State and Local laws, rules,  regulations and
          ordinances  applicable  to  the  manufacture,  preparation,  bottling,
          packaging, marketing, advertising,  promotions, distribution and sales
          of the Products.

     E.   Deliver  to  HALCYON,  at  least 30 days  prior  to the  start of each
          calendar  quarter,  a written  forecast of the number of units of each
          class  or  type  of the  Products,  concentrates  or  components  that
          SUNCOAST  expects to purchase from HALCYON  during each of the next 12
          months.

     F.   Review new  products  of HALCYON  proposed  by  HALCYON  for  SUNCOAST
          distribution,  including, without limitation, those products set forth
          on Schedule 8(F) hereto,  all of which products SUNCOAST  acknowledges
          to be the exclusive property of HALCYON.

     G.   Develop,  implement  and  provide  to  HALCYON  marketing  strategies,
          resource  allocations,  marketing  distribution  plans and strategies,
          sales  plans  and  day  to  day  business   operation  plans  for  the
          manufacture,     preparation,    bottling,    packaging,    marketing,
          distribution, advertising, promotion and sales of the Products.

     H.   SUNCOAST  will have the sole  responsibility  to provide the expertise
          necessary to appoint  authorized  Sub-Licensees to manufacture  and/or
          distribute the Products for the Initial Term and/or Renewal Term(s).

     I.   Reimburse  HALCYON  for  all  reasonable  travel  and  other  expenses
          incurred by HALCYON in providing  consulting  or advisory  services to
          SUNCOAST.

     J.   Manufacture, bottle, label and package the Products in accordance with
          the  Terms  of  this  Agreement  and  the  Procedures  Manual  and  in
          quantities   sufficient  to  meet  the  demand   therefor  within  the
          Territories.

     K.   All ingredients and packaging materials  (including but not limited to
          bottles, labels, crowns, caps and cartons) used for the production and
          distribution  of the Products shall conform to the  Procedures  Manual
          and other specifications of HALCYON permitted under this Agreement and
          shall be purchased by SUNCOAST for its own accounts,  from HALCYON for
          the necessary  concentrate and as otherwise  required,  and from other
          sources  which  HALCYON  shall  have  the  right  to  approve  for the
          remaining  ingredients.  HALCYON  reserves the right at any time,  and
          from time to time, to change its secret formula or formulations of the
          concentrate, processes, and the Procedures Manual.

     L.   Consult with HALCYON, and obtain its prior written approval before the
          implementation  of any  packaging  or  marketing  changes  proposed by
          SUNCOAST.  HALCYON  must  approve,  in writing all changes of bottles,
          labels,  crowns,  cartons,  Trademark  designs and all advertising and
          point of sale materials used in connection with the Products.



<PAGE>


     M.   Annually,  but no later than  sixty (60) days prior to a new  calendar
          year,  SUNCOAST will provide HALCYON with a projected annual growth of
          sales and  distribution  and of the level of  support  it  intends  to
          allocate to the Products in order to realize  these  projections  (the
          "Annual Projections").

     N.   Six months  into each new  calendar  year,  SUNCOAST  will review with
          HALCYON the status of the Products  and  business as measured  against
          the Annual  Projections  and/or business measures that may be relevant
          at any time.

     O.   SUNCOAST shall maintain  accurate and complete  business  records with
          respect  to  its  manufacture,   preparation,   bottling,   packaging,
          marketing,  advertising,  promotion,  distribution  and  sale  of  the
          Products.  Such records  shall be kept in such form as is customary in
          the  beverage  industry.  SUNCOAST  shall make the  originals  of such
          records,  including sales records and financial statements and records
          available to HALCYON and its agents and representatives during regular
          business hours and shall send to HALCYON copies of any such records as
          HALCYON may from time to time reasonably request.

     P.   Purchase all of the concentrates  and other components  necessary only
          from HALCYON and from no other provider  unless  otherwise  previously
          approved in writing by HALCYON prior to such purchase.

     Q.   Fulfill and meet any other  obligations  to be  performed  by SUNCOAST
          hereunder.



<PAGE>

9. HALCYON'S OBLIGATIONS

9.1 HALCYON's  Obligations  shall include,  but not be limited to, the following
and shall include all items and matters necessary to accomplish the following:

     A.   Promptly fill  SUNCOAST  orders for  Products,  concentrates  or other
          components which SUNCOAST shall order from HALCYON.

     B.   Give  SUNCOAST  prior  written  notice of each  change in price of the
          concentrates  or other  components of the Products as  contemplated by
          ss.5  hereof  and honor  SUNCOAST's  existing  purchase  orders at the
          prices in effect immediately prior to effective date of any such price
          increase.

     C.   Provide  consulting and advising  services to SUNCOAST,  at SUNCOAST's
          request,  as  needed,  with  respect  to  (a)  assisting  SUNCOAST  to
          establish and maintain  Product quality control in its  manufacturing,
          production,  packaging and  distribution  facilities,  (b) develop and
          execute  specific  marketing  programs,  and  (c)  devise  the  Annual
          Projections and any other annual sales plan(s).

     D.   Maintain the Products' ingredients, supply and quality.

     E.   Provide to SUNCOAST, as requested,  the expertise necessary to procure
          additional   ingredients   for  SUNCOAST's   use,  i.e.  Citric  Acid,
          Maltodextrin,   Crystalline   Fructose,   and  any  other  ingredients
          requested by SUNCOAST to support SUNCOAST's Product  penetrations into
          and operations in the Territories.

     F.   Fulfill any other obligations to be performed by HALCYON hereunder.

10.  TERMINATION

10.1  HALCYON  Termination.  HALCYON  shall  have the  right to  terminate  this
Agreement by written  notice to SUNCOAST in the event that (a) SUNCOAST fails to
pay when due any  Royalty or any other  amount or sums due or owing by  SUNCOAST
pursuant to this Agreement,  and such failure  continues for a period of 30 days
after notice of such failure is given by HALCYON to SUNCOAST and/or (b) SUNCOAST
fails to perform any covenant or  obligation  owing by it to HALCYON  under this
Agreement (other than an obligation to pay money) including, without limitation,
the failure to meet minimum quality standards,  and such failure continues for a
period of 60 days after notice of such failure is given by HALCYON to SUNCOAST.

10.2  SUNCOAST  Termination.  SUNCOAST  shall have the right to  terminate  this
Agreement  by  written  notice to HALCYON  in the event  that  HALCYON  fails to
perform any covenant or obligation  owing by it to SUNCOAST under this Agreement
and such failure  continues for a period of 60 days after notice of such failure
is given by SUNCOAST to HALCYON.



<PAGE>


10.3  Termination  by Either  Party.  Either party may, in its sole  discretion,
terminate  this Agreement by written notice to the other party in the event that
the other party (a) is dissolved,  ceases to exist,  participates in any merger,
consolidation  or other  absorption,  sells,  assigns or otherwise  transfers or
disposes of all or  substantially  all of its  assets,  becomes  incompetent  or
insolvent (however such insolvency is defined), generally fails to pay its debts
as they become due, or suspends or ceases its present  business,  and/or (b) has
any receiver,  trustee,  liquidator,  sequestrator or custodian for it or any of
its assets appointed, makes assignment for the benefit of creditors or commences
or  has  commenced  against  it  any  case  or any  proceeding  pursuant  to any
bankruptcy, insolvency or other similar law or any formal or informal proceeding
for the  dissolution,  liquidation  or winding up of the  affairs of, or for the
settlement of claims against it.

10.4 Events Following Termination. The following shall occur upon the expiration
or termination of this Agreement in accordance with its provisions:

     A.   Each party shall be liable to the other for all payments, defenses and
          indemnity  obligations  arising  on or  before,  or  based on facts or
          circumstances  in  existence  on or  before,  the  effective  date  of
          termination or expiration.

     B.   SUNCOAST's  rights  to use  the  Products  and  the  Trademarks  shall
          immediately  cease,  and SUNCOAST shall promptly  discontinue all such
          use and shall  return to HALCYON,  or destroy at  HALCYON's  direction
          (and at SUNCOAST's  expense),  all materials containing or relating to
          the Products and the Trademarks.  Subject to the foregoing,  SUNCOAST,
          for a period of 90 days after the  termination  or  expiration of this
          Agreement,   shall  have  the  right  to  complete  the   manufacture,
          distribution  and sale of all the Products which are in process on the
          date of termination or expiration.

     C.   All rights,  Licenses and  privileges  granted to SUNCOAST  under this
          Agreement shall immediately cease and terminate.

     D.   Any  indebtedness  of either  party to the other not already due shall
          become  immediately  due  and  payable  as of the  effective  date  of
          termination  or  expiration of this  Agreement  for any reason.  In no
          event shall  either party be liable for any debt of the other party to
          its customer or its other creditors,  except as otherwise  provided in
          this Agreement.

11.  IMPROVEMENTS, INVENTIONS AND DEVELOPMENT

11.1  HALCYON  Improvements.   Any  invention,   development,   modification  or
improvement to the Products conceived or developed by HALCYON during the Term of
this  Agreement or to which  HALCYON has acquired  title from a third Person (an
"Improvement"),  shall  (a) be and  remain  the  sole,  absolute  and  exclusive
property of HALCYON and shall constitute Confidential Information hereunder, and



<PAGE>


(b)  shall,  upon prior  notice to  SUNCOAST,  be  incorporated  by HALCYON  and
SUNCOAST into the Products for purposes of this Agreement.  No new or additional
License fees or royalties  shall be imposed  upon  SUNCOAST  with respect to any
such Improvement.

11.2 SUNCOAST  Improvements.  Any Improvement conceived or developed by SUNCOAST
during the Term of this Agreement,  for the Products,  shall be and shall remain
the sole  exclusive  property  of HALCYON and shall,  at  HALCYON'S  option,  be
incorporated into the Products.

12.  CONFIDENTIALITY

12.1  SUNCOAST  acknowledges  that  HALCYON  is the  owner  of all  Confidential
Information and proprietary  rights in and to such Confidential  Information and
secret  formulas,  processes  and methods  furnished  to SUNCOAST  and that such
Confidential  Information,  processes  and methods  constitute  trade secrets of
HALCYON which are revealed to SUNCOAST in confidence solely for purposes of this
Agreement.

12.2  SUNCOAST  acknowledges  that  SUNCOAST  may,  during  the  course  of  its
activities  under  this  Agreement,  obtain  access  to  HALCYON's  Confidential
Information including information which is not generally available to the public
and which HALCYON desires to keep confidential.

12.3 SUNCOAST shall take all reasonable  steps and  precautions to safeguard the
confidential  nature of the  Confidential  Information  and to take all specific
actions to safeguard such confidentiality and as HALCYON may reasonably request.

17

12.4  Neither  SUNCOAST  nor  any  employee,  Sub-Licensee,  agent,  independent
contractor,  representative  or affiliate of SUNCOAST (each an "Agent") shall at
any  time,  whether  during  or after the Term of this  Agreement,  directly  or
indirectly use, sell transfer,  disclose, publish or otherwise make available to
any Person,  any Confidential  Information  without the prior written consent of
HALCYON.  All Confidential  Information shall at all times,  remain the personal
property of HALCYON and all documents and other tangible items which  constitute
or contain  Confidential  Information  shall,  together with copies thereof,  be
returned  to  HALCYON  immediately  upon the  earlier  demand by  HALCYON or the
expiration or termination  of this Agreement for any reason.  SUNCOAST will bind
its  Agents in writing to observe  the  provisions  of this  Section 12 prior to
allowing any of such Agents access to such Confidential Information.

12.5 Annexed to this Agreement as Schedule 12 is HALCYON's current standard form
of   Confidentiality   and   Non-Disclosure   Agreement  (the   "Confidentiality
Agreement").  Upon execution of this Agreement,  SUNCOAST agrees to also execute
the  Confidentiality  Agreement and to cause each affiliate and  Sub-Licensee of
SUNCOAST to execute the Confidentiality Agreement. SUNCOAST shall furnish a copy
of each such signed Confidentiality Agreement(s) to HALCYON.




<PAGE>


12.6  SUNCOAST  is not  given,  nor has it  acquired,  any  right  to  disclose,
duplicate,  license, sell or reveal any portion of such Confidential Information
to any Person other than its  employees,  Sub-Licensees  and such of  SUNCOAST's
representatives as permitted hereunder, and which may be required, by their work
pursuant  to  this  Agreement  and in the  production  and/or  marketing  of the
Products, to be familiar with relevant portions thereof.

12.7  SUNCOAST  shall itself keep and respect the  confidence  extended to it by
HALCYON  hereunder and shall take all reasonable  measures to insure that any of
its  Sub-Licensees,  representative  or  employees  to  whom  such  Confidential
Information,  processes  and  methods  may be  revealed,  keep and  respect  the
confidence extended to them as set forth herein.

13.  NON-COMPETE

In  consideration  of the  exclusive  right  and  License  granted  to  SUNCOAST
hereunder,  SUNCOAST  agrees that,  during the Term of this  Agreement and for 1
year following the later of the expiration and/or termination of this Agreement,
neither SUNCOAST nor any of its shareholders,  directors,  principals, officers,
employees, agents, representatives,  Sub-Licensees or affiliates shall, directly
or indirectly, alone or as a partner, joint venturer, officer, director, member,
employee, consultant, agent, independent contractor or stockholder of, or lender
to,  any  company  or  business,  engaged  in  the  manufacturing,  preparation,
bottling, packaging, marketing, advertising,  promoting, distributing or selling
of any  product  or system  which is the same as,  substantially  similar  to or
directly or indirectly  competitive with any of the Products, in the Territories
or in any other Territory where HALCYON sells or distributes the Products.

14.  PROTECTION OF INTELLECTUAL PROPERTY

14.1  Subject  to the  provisions  of  ss.1.1(J)  above,  SUNCOAST  acknowledges
HALCYON's  worldwide  ownership of and exclusive rights in the Trademarks of the
Products and acknowledges the validity of the Trademarks and all federal,  state
and foreign registrations and applications relating to the Trademarks.  SUNCOAST
covenants  that it will not,  at any time,  whether  during or after the Term of
this  Agreement,  challenge,  impugn or attack,  or assist  any other  person in
challenging impugning or attacking,  the ownership or validity of the Trademarks
or the Products or any application or registrations relating to the Trademarks.

14.2  HALCYON  shall  have the  responsibility,  at its  expense  to  bring  any
enforcement  action  with  respect  to, or to bring  any  other  claim or action
against  any  Person  involving,   any  actual  or  potential   infringement  or
unauthorized use of the Trademarks or the Products, and any recovery relating to
any such action  shall inure  solely to the benefit of HALCYON.  SUNCOAST  shall
promptly notify HALCYON of any actual, potential or suspected action known to it
by  any  Person  which  may  constitute  or  result  in an  infringement  of the
Trademarks of the Products.  Furthermore,  if additional Trademark protection is
needed in the Territories,  HALCYON will proceed to make  application(s) in such
countries in the  Territories,  on an as needed basis,  once SUNCOAST commits to
HALCYON,  in writing,  its commitment to manufacture  and market the Products in
such countries.



<PAGE>


14.3 HALCYON shall defend any challenge to or claim or  infringement  against or
involving the Trademarks of the Products  brought by any third Person.  SUNCOAST
shall  promptly  notify  HALCYON of any actual or  threatened  claim known to it
against or involving the Trademarks of the Products,  shall  cooperate  fully in
the  Territories in the defense  thereof and, to the extent such claim arose out
of SUNCOAST's  authorized use of the Trademarks of the Products pursuant to this
Agreement,  shall share equally in the cost of any such  defense.  To the extent
any such claim by a third Person  arises out of SUNCOAST's  unauthorized  use of
the Trademarks of the Products,  SUNCOAST shall be solely  responsible  for, and
shall indemnify and hold HALCYON  harmless from and against,  any and all costs,
liabilities,  judgments and expenses (including, without limitation,  reasonable
legal  fees,  costs and  expenses)  incurred by HALCYON in  connection  with the
defense of such action(s).

14.4 SUNCOAST's use of the Trademarks of the Products shall inure to the benefit
of  HALCYON  and this  Agreement  shall not  operate to  transfer  or convey any
proprietary interest in the Trademarks of the Products to SUNCOAST. All approved
Sub-Licenses, if any, shall be subject to the same terms hereof.

15.  WARRANTIES

15.1 HALCYON'S Warranties.  HALCYON represents and warrants to SUNCOAST that, to
the best of its knowledge:

     A.   Subject to the provisions of ss.1.1(J) above,  HALCYON is the owner or
          exclusive  licensee of the  Trademarks  and know how pertaining to the
          Products and has the power,  authority  and right to grant the License
          under this Agreement.

     B.   Subject to the provisions of ss.1.1(J) above,  SUNCOAST's  exercise of
          the License and use of the Trademarks to manufacture, prepare, bottle,
          package, market, advertise,  promote, distribute and sell the Products
          will not infringe,  misuse or  misappropriate  any patent,  trademark,
          copyright,  trade secret, license right or other intellectual property
          right of any other third party.

     C.   No approval of the Food or Drug Administration or any other government
          agencies is required for the manufacture,  marketing,  distribution or
          sale of the Products and to the extent any such approval or permission
          is required,  HALCYON has obtained or shall obtain all such  approvals
          and consents and SUNCOAST is entitled to the benefit of such approvals
          or consents.

     D.   HALCYON warrants that it will possess good and marketable title to the
          Products  or  components  delivered  to SUNCOAST  hereunder  and those
          Products  when  ready  for  export  to  SUNCOAST  will  be  free  from
          encumbrances,   be  of   merchantable   quality  and  meet   HALCYON's
          specifications.

15.2 SUNCOAST  Warranties.  SUNCOAST represents and warrants to HALCYON that, to
the best of its knowledge:


<PAGE>


     A.   The execution of this  Agreement by SUNCOAST has been duly  authorized
          by all  necessary  corporate  action of SUNCOAST and  constitutes  the
          valid and binding obligation of SUNCOAST.

     B.   The execution of this  Agreement by SUNCOAST and the  consummation  of
          the transactions  contemplated hereby does not conflict with or result
          in a default under or a breach of:

          (a)  SUNCOAST's   articles   of   incorporation,   by-laws   or  other
               organizational documents,

          (b)  Any  agreement,  indenture,  mortgage,  contact or  instrument to
               which  SUNCOAST  is bound or by which  any of its  properties  or
               assets are subject,

          (c)  Any order, writ,  injunction,  decree or judgment of any court or
               governmental agency applicable to SUNCOAST or to which any of its
               assets are bound, or

          (d)  Any law,  rule or  regulation  applicable to SUNCOAST or by which
               any of its assets are bound.

16.  INSURANCE AND INDEMNIFICATION

16.1 Insurance. In addition to any other provisions of this Agreement,  SUNCOAST
shall at all times maintain in full force and effect,  for the benefit of itself
and of HALCYON as an additional  insured,  general liability  insurance coverage
(including  Sub-Licensees)  on its  operations,  including  broad form  vendor's
coverage and products liability insurance.  Said insurance shall be in an amount
of not less than five  million  dollars  ($5,000,000.00)  (US)  dollars for each
accident  or  occurrence.  Such  insurance  shall be with a company  which has a
rating of not less than A++ Financial Strength policy in the A.H. Best Insurance
Guide which shall be satisfactory to HALCYON.  Such insurance shall name HALCYON
as an  additional  insured.  At the  inception  of this  Agreement  and annually
thereafter,  SUNCOAST  shall  furnish  HALCYON with a  certificate  of insurance
evidencing that it has such insurance  coverage in force.  Such insurance policy
shall provide the insurance will not be cancelled or materially  modified except
upon 30 days prior written notice to HALCYON.  Failure to keep this insurance in
full force and effect is grounds  for  Termination  by HALCYON  pursuant to this
Agreement.



<PAGE>


16.2  Indemnification  and Defense.  SUNCOAST shall  indemnify,  defend and hold
HALCYON  harmless against and from any and all claims made against HALCYON based
upon, arising out of or in any way related to:

     A.   The operation or condition of any part of any of  SUNCOAST's  bottling
          plants or manufacturing facilities.

     B.   The   preparation,    manufacture,   bottling,   packaging,   storage,
          warehousing,  marketing, advertising,  promotion, distribution or sale
          of the Products or any other beverage or product  manufactured or sold
          by SUNCOAST.

     C.   SUNCOAST's  conduct  of its  business  and,  especially  but not only,
          pursuant to this Agreement.

     D.   SUNCOAST's ownership or possession of properties.

     E.   Any negligent acts, misfeasance,  or nonfeasance by SUNCOAST or any of
          its agents, contractors, servants, employees or Sub-Licensees.

     F.   Any claims arising out of or in connection with the Products.

     G.   Any and all fees,  (including  reasonable  attorneys  fees)  costs and
          expenses  incurred by or on behalf of HALCYON in the  investigation of
          or defense against any and all of the foregoing claims.

     H.   Under no circumstances  shall HALCYON be liable for any consequential,
          incidental,  indirect,  special or punitive damages (including without
          limitation lost profits) even if HALCYON was or should have been aware
          of the possibility of such damages.

16.3 Procedures Relating to Indemnification and Defense of Third Party Claims.

     A.   In order for a HALCYON to be entitled to any indemnification  provided
          for under this  Agreement  from SUNCOAST in respect of, arising out of
          or involving a claim made by any Person not a party to this  Agreement
          against HALCYON (the "Third Party Claim") HALCYON must notify SUNCOAST
          in writing,  and in reasonable detail, of the Third Party Claim within
          a reasonable  time after  receipt by HALCYON of written  notice of the
          Third  Party  Claim;  provided,  however,  that  failure  to give such
          notification shall not affect the indemnification  provided hereunder.
          Thereafter, HALCYON shall deliver to SUNCOAST promptly after HALCYON's
          receipt thereof,  copies of all notices and documents (including court
          papers) received by HALCYON relating to the Third Party Claim.


<PAGE>


     B.   If a Third  Party  Claim is made  against  HALCYON,  SUNCOAST  will be
          entitled to participate in the defense  thereof and, if it so chooses,
          to assume the defense thereof with counsel selected by the HALCYON. If
          SUNCOAST  assumes  such  defense,  HALCYON  shall  have  the  right to
          participate  in the defense  thereof and to employ  counsel,  separate
          from the  counsel  employed  by SUNCOAST  at  SUNCOAST's  expense.  If
          SUNCOAST  chooses to defend or prosecute a Third Party Claim,  all the
          parties hereto shall cooperate in the defense and prosecution thereof.
          Such  cooperation  shall include the  retention  and (upon  SUNCOAST's
          request) the  provision to SUNCOAST of records and  information  which
          are  reasonably  relevant  to  such  Third  Party  Claim,  and  making
          employees   available  on  a  mutually  convenient  basis  to  provide
          additional  information  and  explanation  of  any  material  provided
          hereunder.  SUNCOAST cannot enter into any  settlement,  compromise or
          discharge of such Third Party Claim  without  HALCYON's  prior written
          consent. Regardless of whether SUNCOAST assumes the defense of a Third
          Party  Claim,  it  shall  be fully  responsible  for all of  HALCYON's
          expenses and fees (including but not limited to legal and expert costs
          and fees) and any awards against HALCYON, including all appeals.

17.      RELATIONSHIP BETWEEN THE PARTIES

Nothing  in this  Agreement  shall be  construed  to  create  an agency or joint
venture  relationship  between SUNCOAST and HALCYON.  SUNCOAST is an independent
contractor.  Accordingly, neither party shall be liable for any debts, accounts,
obligations or other  liabilities or torts of the other party,  or its agents or
employees.

18.      EQUITABLE REMEDIES

SUNCOAST  acknowledges  and  understands  that the  covenants  contained in this
Agreement  are necessary for the  protection  of the  Confidential  Information,
Trademarks  and the Products and are essential for the  advancement of HALCYON's
legitimate business interests.  SUNCOAST further  acknowledges and agrees that a
breach by SUNCOAST of any of its  covenants  contained  in this  Agreement  will
cause  irrevocable  harm  to  the  legitimate  business  interests  of  HALCYON.
Therefore,  SUNCOAST agrees that,  notwithstanding ss.19 hereof, in the event of
any actual or threatened  breach of any such provision by SUNCOAST,  HALCYON may
seek and  obtain  from a court  of  competent  jurisdiction,  an  injunction,  a
restraining order, specific performance, or any other available equitable relief
against SUNCOAST to enforce such provision, which right shall be in addition to,
and not in lieu of, any other  remedy to which  HALCYON is  entitled  under this
Agreement or applicable law, including, without limitation, monetary damages.

19. DISPUTE RESOLUTION

19.1 Negotiation and Mediation.

     A.   If any dispute, difference or disagreement arises out of or relates to
          this Agreement,  or the breach or claimed breach thereof, in the first
          instance  the  parties  shall   attempt  to  resolve  such   disputes,
          differences,   or  disagreements  directly  with  each  other  through
          negotiation  and  in  the  spirit  of   cooperation,   without  formal
          proceedings.



<PAGE>


     B.   If such dispute, difference, or disagreement cannot be settled through
          such direct  negotiations  and  discussions  between the parties,  the
          parties  hereby  further agree to then endeavor to settle the dispute,
          difference,  or disagreement in an amicable manner by mediation with a
          mediator  mutually  selected by the parties (or appointed as set forth
          below) from the roster of mediators in the (i) New York State  Supreme
          Court 8th Judicial  District ADR program and/or (ii) the New York Erie
          County Bar Association Mediator Roster.

     C.   If the parties  cannot  agree on a mediator  within ten (10) days from
          the date  that the  direct  negotiations  have  ceased  and one of the
          parties  has  formally  requested  a  mediation,  in  writing,  then a
          mediator  shall be appointed by the then  administrator  of either the
          8th  Judicial   District  panel  or  the  New  York  Erie  County  Bar
          Association panel upon the request of either party.

     D.   Unless the parties agree  otherwise,  the mediation shall be conducted
          within  thirty  (30)  days  of the  selection  or  appointment  of the
          mediator.

     E.   The cost of mediation  shall be borne  equally by the parties,  unless
          they agree otherwise in the course of the mediation.

     F.   Notwithstanding any other provisions of this ss.19 the negotiation and
          mediation  provisions of this Agreement shall be enforceable by either
          a court or an arbitrator.

     G.   Except as set forth in ss.18 above for emergency, injunctive and other
          equitable  relief,  engaging  in a good faith  mediation  between  the
          parties  for at least  one (1)  full  day,  or at least 10 hours  over
          multiple days,  with such mediator  shall be a condition  precedent to
          any further proceedings.

20.      MISCELLANEOUS

20.1 Force Majeur. The obligations of each party to perform under this Agreement
shall be  suspended  during  each  period  of delay  caused by  matters  such as
strikes, shortages of raw materials,  government orders or acts of God which are
reasonably  beyond  the  control  of the party  whose  obligation  to perform is
affected  by  such  matters  and  such  suspension  from  performance  shall  be
co-extensive with the cause of such delay.

20.2 Notice. All notices, requests or demands delivered by either party pursuant
to this  Agreement  shall be in  writing  and  shall be deemed to have been duly
given if hand  delivered,  if mailed by prepaid  certified or  registered  mail,
return receipt  requested,  or by Federal Express or other recognized  overnight
courier,  to the address of the appropriate  party listed below or to such other
person and place as either party shall  furnish to the other party in accordance
with this notice provision.




<PAGE>


         To HALCYON:       Attn:  DeChia J. Cuypers, Managing Director
                                            4030 NE 30th Ave.
                                            Lighthouse Point, FL  33064:

         With a copy to:   Attn:  Krista Gottlieb, Esq.
                                            Mattar & D'Agostino, LLP
                                            17 Court Street, Suite 600
                                            Buffalo, New York  14202-3294

         To SUNCOAST:      Attn:    William J. Reilly, Chief Financial Officer
                                            Suncoast Naturals, Inc.
                                            1803 Juno Isles Blvd.
                                            Juno Beach, FL  33408




20.3  Binding  Effects.  This  Agreement  shall  inure to the  benefit of and be
binding upon the parties and their respective successors and permitted assigns.

20.4 Entire Agreement.  This Agreement and the attached schedules constitute the
entire agreement  between the parties with respect to the subject matter hereof.
This Agreement supercedes all other prior written,  oral and/or  contemporaneous
agreements,  understandings,  negotiations and representations,  if any, between
the parties.  This Agreement is intended by the parties as the final  expression
of their  agreement with respect to such terms as are included in this Agreement
and  may  not be  contradicted  by  evidence  of any  prior  or  contemporaneous
agreement.  Each of the  parties  acknowledges  that it is  entering  into  this
Agreement as a result of its own independent  investigation  and not as a result
of any representations of any other party not contained herein.

20.5  Severability.  If any provision of this Agreement shall be determined by a
court of competent  jurisdiction to be invalid or unenforceable,  such provision
shall be deemed to be  modified  to the  minimum  extent  required  to make such
provision  enforceable  under applicable law. In the event such provision cannot
be so modified,  such determination of invalidity or unenforceability  shall not
affect the remaining provisions of this Agreement,  all of which shall remain in
full force and effect.

20.6  Governing  Law.  This  Agreement  shall be governed by and  construed  and
interpreted  in  accordance  with the  internal  laws of the  State of New York,
U.S.A., without regard to conflict of laws principles.

20.7  Amendments;  Modifications;  Waiver.  This  Agreement may not be released,
discharged,  amended or modified except by an instrument in writing, duly signed
by the party to be charged therewith.  No waiver of any breach of this Agreement
or of any right or remedy  hereunder shall be valid unless  contained in writing
signed by the waiving party, and any such written waiver shall only apply to the
specific  instance referred to therein and shall not be deemed to be a waiver of
any other or  subsequent  breach or right or remedy.  No failure to enforce  any
right or  exercise  any  remedy  shall be held to be a waiver  of that  right or
remedy or of any other or subsequent right or remedy hereunder.



<PAGE>


20.8 Taxes.  Any and all taxes,  excises,  assessments,  levies,  import duties,
costs, charges and penalties which may be assessed,  levied, demanded or imposed
by an governmental agency in connection with this Agreement shall be paid by the
party upon  which  they are  imposed  and shall be the sole  obligation  of such
party.

20.9 Assignment.  This Agreement and SUNCOAST's rights and obligations hereunder
shall not be transferred,  assigned, encumbered, pledged or hypothecated in full
or in part,  either  voluntarily  or by operation of law or  otherwise,  without
HALCYON's prior written consent.  Any attempt to transfer  assign,  encumbrance,
pledge or  hypothecation  by SUNCOAST  without  HALCYON's prior written consent,
shall be null and void ab  initio  and  shall  have the  effect  of  immediately
terminating this Agreement.

20.10 Headings.  Section headings are for convenience  purposes only and are not
to be construed as part of this Agreement or its interpretation.

20.11  Construction.  This  Agreement  shall be  construed as if drafted by both
parties, with no presumptions.

IN WITNESS WHEREOF, HALCYON and SUNCOAST have duly executed this Agreement as of
the date first above written.



                                                   SUNCOAST NATURALS, INC.


                                                   By:  /s/ William J. Reilly
                                                        ---------------------
                                                        William J. Reilly,
                                                        Chief Financial Officer

                                                    HALCYON, L.L.C.


                                                    By: /s/ DeChia J. Cuypers
                                                        ----------------------
                                                        DeChia J. Cuypers
                                                        Managing Director